SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Renovaro
Biosciences Inc. |
(Name of Issuer) |
|
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
Rene Sindlev
Stumpedyssevej 17
2970 Hørsholm
Denmark
Tel: +45 3133 4811 |
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications) |
June 26, 2023 |
(Date of Event which Requires Filing of this Statement) |
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(Continued on following pages)
1 |
NAME OF REPORTING PERSON
Rene Sindlev |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
47,139 |
|
8 |
SHARED VOTING POWER
13,814,332 (1) |
|
9 |
SOLE DISPOSITIVE POWER
47,139 |
|
10 |
SHARED DISPOSITIVE POWER
13,814,332 (1) |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,861,471(1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%(2) |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
(1) The total number of shares represents (i)
47,139 shares of common stock underlying stock options currently exercisable owned of record by Mr. Sindlev and (ii) 12,432,338
shares of common stock and 1,381,994 warrants to purchase shares of common stock owned by RS Bio ApS. Mr. Sindlev is the Chief
Executive Officer and sole owner of RS Bio ApS, consequently, he may be deemed the beneficial owner of the shares.
(2) The percentage reported in this Schedule
13D is based upon 58,183,591 shares of common stock outstanding according to the Definitive Proxy Statement filed on Schedule 14A
filed by Renovaro Biosciences Inc. (formerly known as Enochian Biosciences, Inc.) (the “Issuer”) on May 16, 2023, plus
1,381,994 shares of common stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting Persons.
1 |
NAME OF REPORTING PERSON
RS Bio ApS |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
8 |
SHARED VOTING POWER
13,814,332 (1) |
|
9 |
SOLE DISPOSITIVE POWER
0 |
|
10 |
SHARED DISPOSITIVE POWER
13,814,332 (1) |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,814,332 (1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2%(2) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
(1) The total number of shares represents (i)
12,432,338 shares of common stock and 1,381,994 warrants to purchase shares of common stock owned by RS Bio ApS which are immediately
exercisable. Mr. Sindlev is the Chief Executive Officer and sole owner of RS Bio ApS, consequently, he may be deemed the beneficial
owner of the shares.
(2) The percentage reported in this Schedule
13D is based upon 58,183,591 shares of common stock outstanding according to the Definitive Proxy Statement filed on Schedule 14A
filed by Renovaro Biosciences Inc. (formerly known as Enochian Biosciences, Inc.) on May 16, 2023, plus 1,381,994 shares of common
stock of the Issuer that are issuable upon exercise of warrants owned by the Reporting Persons.
AMENDMENT NO. 9 SCHEDULE
13D
This Amendment No. 9 to
Schedule 13D (this “Amendment”) is filed on behalf of RS Bio ApS and Rene Sindlev. Mr. Sindlev and RS Bio ApS
are collectively, the “Reporting Persons”. This Amendment modified the Amendment No. 8 to Schedule 13D filed
by RS Bio ApS and Mr. Sindlev on January 24, 2024 (the “Prior 13D”).
This Amendment is being
filed to report that, since the filing of the Prior 13D, on June 26, 2023, RS Bio ApS acquired from the Issuer in a private placement,
1,886,794 shares of the Issuer’s common stock and 943,397 warrants to purchase shares of common stock at a purchase price
of $0.53 per share.
Capitalized terms used but
not otherwise defined in this Amendment have the meanings ascribed to such terms in the Prior 13D. Except as expressly amended
and supplemented by this Amendment, the Prior 13D is not amended or supplemented in any respect, and the disclosures set forth
in the Prior 13D, other than as amended herein are incorporated by reference herein.
Item 1. Security
and Issuer
This Schedule 13D relates
to the common stock, par value $0.0001 per share (the “Common Stock”) of the Renovaro Biosciences Inc. (previously
known as Enochian Biosciences Inc.), whose principal executive offices are located at 2080 Century City East, Suite 906, Los Angeles,
CA 90067.
Item
4. Purpose of the Transaction
Item 4 is hereby amended
and modified to include the following (which shall be in addition to the information previously included in the Prior 13D):
This Amendment is being
filed to report that, since the filing of the Prior 13D, on June 26, 2023, RS Bio ApS acquired from the Issuer in a private placement,
1,886,794 shares of the Issuer’s common stock and 943,397 warrants to purchase shares of common stock at a purchase price
of $0.53 per share.
Item 5. Interest
in Securities of the Issuer
Item 5 is hereby amended
and modified to include the following:
(a) and (b).
The responses
of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.
Mr. Sindlev has the sole power to direct the voting and/or disposition of the shares of Common Stock owned by RS Bio ApS.
(c) Other
than as reported on the Prior 13D, the Reporting Persons have not effected any transactions in the Common Stock in the last 60
days.
Item 7. Material
to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2024
|
/s/ Rene Sindlev |
|
Rene Sindlev |
|
|
|
|
RS BIO APS |
|
|
|
|
By: |
/s/ Rene Sindlev |
|
Name: |
Rene Sindlev |
|
Title: |
Chief Executive Officer |
EXHIBIT 1
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement
jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D, and for the completeness
and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness
or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe
that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them
of such Schedule 13D with respect to the Common Stock of the Issuer, beneficially owned by each of them. This Joint Filing Agreement
shall be included as an exhibit to such Schedule 13D.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of January 24, 2024.
RENE SINDLEV |
RS BIO APS |
|
|
|
|
|
|
By: |
/s/ Rene Sindlev |
By: |
/s/ Rene Sindlev |
|
Rene Sindlev |
|
|
Name: |
Rene Sindlev |
|
|
|
|
Title: |
Chief Executive Officer |
Grafico Azioni Enochian Biosciences (NASDAQ:ENOB)
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Da Nov 2024 a Dic 2024
Grafico Azioni Enochian Biosciences (NASDAQ:ENOB)
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Da Dic 2023 a Dic 2024